Warranties by LICENSOR Sample Clauses

Warranties by LICENSOR. LICENSOR warrants to AT&T that: (a) it has all necessary rights in and to the Information Service and LICENSOR’s Marks (including Third Party Marks) for Use within the scope of this Agreement, and has the power and authority to authorize the Use of any and all Intellectual Property Rights which it purports to authorize hereunder, free and clear of AT&T Proprietary (Internal Use Only) Not for use or disclosure outside the AT&T companies except under written agreement any and all security interests, liens, claims, charges or encumbrances; (b) the Information Service, as delivered to AT&T, and any and all other materials provided to AT&T by LICENSOR pursuant to this Agreement, and the Use thereof by AT&T in accordance with this Agreement, will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, laws, regulations and rights concerning infringement or misappropriation of Intellectual Property Rights, or defamation and libel; (c) to the extent that LICENSOR is required under this Agreement to obtain any rights, licenses, permissions, clearances and/or approvals necessary in connection with the performance of this Agreement and/or AT&T’s exercise of the rights granted to AT&T hereunder, LICENSOR has done so; and (d) that the Information Service shall not contain any unlawful material. Without limiting the generality of the foregoing provisions of this Section 7.2, as between LICENSOR and AT&T, LICENSOR shall be solely responsible for (i) all fees, royalties and other amounts of any kind or nature payable to record companies, artists and all other royalty participants resulting from sales and other permitted exploitation of the Information Service in accordance with this Agreement, (ii) all mechanical royalties, public performance royalties and all other amounts of any kind or nature payable to publishers or other owners of copyrighted musical compositions, spoken word and other materials embodied in the Information Service, (iii) all fees, royalties and other amounts of any kind or nature payable to artists, celebrities and other third parties in connection with the use of their names, images, voices, and likenesses as part of the Information Service, (iv) all payments that may be required under union or guild collective bargaining agreements with respect to the Information Service and the use thereof in accordance with this Agreement, and (v) any and all other royalties, fees or other amo...
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Warranties by LICENSOR. 6.1.1 Licensor hereby represents and warrants that (i) the Licensed Technology does not infringe upon or make unauthorized use of any intellectual property rights of any third party, and that the Licensed Technology is free and clear of all claims, security interests, charges, liens, encumbrances or other adverse claims or third party rights; (ii) Licensor has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation; (iii) Licensor is the sole and exclusive owner of all right, title and interest in and to the Licensed Technology; (iv) there are no superior rights which would prevent Licensee from fully exercising its rights under the License; (v) there is no action, suit, claim, hearing, arbitrations or other legal proceeding or investigation by or before any entity of any nature pending or threatened against the Licensor, in relation to the Licensed Technology.
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Warranties by LICENSOR. LICENSOR warrants to Cingular that: (a) it has all necessary rights in and to the Information Service and LICENSOR’s Marks for Use within the scope of this Agreement, and has the power and authority to authorize the Use of any and all Intellectual Property Rights which it purports to authorize hereunder, free and clear of any and all security interests, liens, claims, charges or encumbrances; (b) the Information Service will not infringe upon or violate any applicable laws or regulations or any rights of third parties, including, but not limited to, infringement or misappropriation of Intellectual Property Rights, or to defamation or contain any libelous, obscene or unlawful material; and (c) that the Information Service shall not contain imbedded advertising messages.
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Warranties by LICENSOR. Licensor warrants and represents that it is the sole owner of the intellectual property, and that the practice of the art disclosed in the intellectual property will not constitute an infringement of the rights of any third party. Licensor indemnifies Licensee against and holds Licensee harmless from any loss, damage, or claim, including reasonable attorney fees, arising from or relating to any breach of the warranties contained in this Paragraph 3. Licensor reserves the right to control the defense of any resulting suit or claim, including without limitation the right to choose counsel and to settle and dispose of the suit or claim as it deems appropriate in its sole discretion.
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Warranties by LICENSOR. 1. Licensor warrants and represents to Licensee that Licensor has the right to grant this license and has not executed and will execute no other license agreements of any kind regarding the
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Warranties by LICENSOR. In relation to Patents in Licensed IP, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor solely owns such Patents and the inventions disclosed and claimed therein both legally and beneficially, and the use of such inventions as claimed in such Patents does not infringe any patent or other intellectual property rights of any Third Party published as of the Effective Date. In relation to Licensed Technology, the Licensor warrants to the Licensee that as of the Effective Date, to the best of its actual knowledge, the Licensor owns the Licensed Technology both legally and beneficially and has the right to disclose and authorize Licensee to use it in accordance with this Agreement, and the Licensor has not received any notice or claim from a Third Party alleging use of Licensed Technology infringes any patent or other intellectual property rights of any Third Party published as of the Effective Date. Licensor further warrants to Licensee:
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Warranties by LICENSOR. The licensor warrants to the licensee that:
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Warranties by LICENSOR. 10.1 The Licensor warrants that it has full common law and other proprietary rights to, and copyright in, the Trade Marks.
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Related to Warranties by LICENSOR

  • Warranties, etc Each Pledgor represents and warrants unto each Lender Party, as at the date of each pledge and delivery hereunder (including each pledge and delivery of Pledged Shares and each pledge and delivery of a Pledged Note) by such Pledgor to the Agent of any Collateral, as set forth in this Article.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that:

  • Warranties or Representations if any warranty, representation or other statement by or on behalf of Borrower contained in or pursuant to this Agreement, the other Loan Documents or in any document, agreement or instrument furnished in compliance with, relating to, or in reference to this Agreement, is false, erroneous, or misleading in any material respect when made; or

  • Representations and Warranties of Licensor Licensor represents and warrants to Licensee as follows:

  • Warranties; Disclaimers (a) The Licensor represents and warrants that (i) it owns and has the right to license the Marks licensed under this Agreement and (ii) the Marks do not infringe upon the rights of any third parties.

  • No Other Representations or Warranties; Non-Reliance Except for the express written representations and warranties made by such Seller in this Article II, neither such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding the Subject Shares, such Seller, Symbotic, Symbotic Holdings or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and such Seller expressly disclaims any other representation and warranties. Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Purchaser’s or its Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Purchaser expressly set forth in Article III.

  • Representations and Warranties of Licensee Licensee represents and warrants to Licensor as follows:

  • Disclaimer of Other Warranties EXCEPT AS OTHERWISE EXPRESSLY ------------------------------ PROVIDED HEREIN, THE SALE OF THE EQUIPMENT IS HEREBY MADE ON AN "AS-IS WHERE-IS" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO (i) THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ITS SELECTION, QUALITY, DESIGN, CAPACITY, CONDITION, MERCHANTABILITY OR ITS FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE AND FREEDOM FROM CLAIMS OF COPYRIGHT OR PATENT INFRINGEMENT OR ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR NEGLIGENCE, (ii) THE FREEDOM OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) FROM ANY LATENT OR OTHER DEFECT (WHETHER OR NOT DISCOVERABLE), (iii)THE COMPLIANCE OF ANY OF THE EQUIPMENT (OR ANY PART OR PORTION THEREOF) WITH ANY APPLICABLE LAWS OR REGULATIONS, (iv) THE CREDITWORTHINESS OF EACH LESSEE OR ANY OTHER PERSON UNDER THE LEASES AND THE TRANSACTION DOCUMENTS, (v) THE COLLECTIBILITY OF ANY AMOUNT UNDER THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS, (vi) THE TAX CHARACTERIZATION OF THE LEASES, OR (vii) THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY, OR THE ENFORCEABILITY AGAINST, ANY PERSON WHO IS OR HAS BEEN A PARTY TO THE LEASES AND ANY OF THE TRANSACTION DOCUMENTS (WITH THE EXCEPTION OF THE SELLER) AND SELLER HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

  • Disclaimer of Implied Warranties The warranty set forth herein is in lieu of, and ‘Reseller’ expressly disclaims all other product warranties of any kind whatsoever whether express, implied, statutory, arising by course of dealing or performance, custom, usage in the trade or otherwise, any warranty of merchantability, or fitness for a particular purpose, and in any event no such implied warranty has applicability beyond the time period covered by this warranty.

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